As filed with the Securities and Exchange Commission on August 3, 2007
Registration Statement No. 33-75188
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRESCENT REAL ESTATE EQUITIES COMPANY
(Exact name of Registrant as Specified in Its Charter)
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| Texas
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52-1862813 |
| (State or Other Jurisdiction
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(I.R.S. Employer Identification No.) |
| of Incorporation or Organization) |
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c/o Morgan Stanley
1585 Broadway
New York, New York 10036
(212) 761-4000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive
offices)
Morgan Stanley
1585 Broadway
New York, New York 10036
Attention: Barbara L. Burns
(212) 761-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Gilbert G. Menna, Esq.
John T. Haggerty, Esq.
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, MA
(617) 570-1000
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-11, as
amended, (Registration No. 33-75188) of Crescent Real Estate Equities Company (“Crescent”).
On August 3, 2007, pursuant to the terms of an Agreement and Plan of Merger, by and among
Crescent, Crescent Real Estate Equities Limited Partnership (the “Operating Partnership”), Moon
Acquisition Holdings LLC (“Parent”), Moon Acquisition LLC (“REIT Merger Sub”) and Moon Acquisition
Limited Partnership (“Partnership Merger Sub”), dated as of May 22, 2007, Crescent merged with and
into REIT Merger Sub, with REIT Merger Sub as the surviving entity (the “REIT Merger”). Parent,
REIT Merger Sub and Partnership Merger Sub are affiliates of Morgan Stanley Real Estate.
In connection with the REIT Merger, Crescent hereby removes from registration all of its
securities registered pursuant to this Registration Statement that remain unissued.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478
thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-11 and has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this third day of August 2007.
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MOON ACQUISITION LLC (as surviving entity of its
merger with Crescent Real
Estate Equities Company) |
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By:
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/s/ Michael J. Franco |
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Michael J. Franco |
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Principal Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
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DATE |
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/s/ Michael J. Franco
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Principal Executive Officer of Moon
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August 3, 2007 |
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Michael J. Franco
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Acquisition LLC and
Principal
Executive Officer of
Moon
Acquisition Holdings LLC,
in its
capacity as manager of
Moon
Acquisition LLC |
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/s/ John B. Kessler
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Principal Financial Officer
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August 3, 2007 |
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John B. Kessler |
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/s/ R. Gregory Fox
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Principal Accounting Officer
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August 3, 2007 |
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R. Gregory Fox |
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